Freakshow
by JetfireWeasleyThe5th
Summary: Sequel to 'Frag It'. It seems that Thundercracker isn't the only seeker causing problems for our unfortunate couple and Blitzwing apparently has something to hide... sadly for Blackarachnia, that won't be revealed until he's caused a fair amount of trouble for her. There is a way he could make up for it and that's just what he intends to do, but things don't exactly go to plan.
1. Revelations and Betrayals

**AN: This is a continuation of my other Blitzarachnia fic, 'Frag It!' so you probably won't understand what's going on unless you read that :)**

**Disclaimer: All Transformers R belong 2 Hasbro.**

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After a megacycle or so of troubled recharge, Blackarachnia entered the rec room, still hobbling slightly.

_Slagging Hothead_, she cursed mentally. _Though I guess I should've known he'd like it rough._

She wasn't bothered about signing in for her duties late, however – Megatron had made an announcement over the intercom that the rota was henceforth abandoned for the solar cycle, though as the Decepticon leader had sounded as though he was nursing a hangover at the time it was doubtful that this was done with his troops' best interests at heart. Nevertheless, Blackarachnia was glad of the respite whatever the reason, particularly as she would need the time to recover from last night both physically and mentally.

She didn't like to admit it, but her behaviour last night had come as a shock. Although she had acknowledged the fact that she missed being in a relationship for a long time, she hadn't known just how desperate she'd been until Blitzwing had kissed her, and the truth was, quite honestly, frightening.

Just one more reason to hate her organic half, she supposed. Ever since she'd been mutated the only mechs to show her any interest were either overcharged or viewing her as some sort of kinky freakshow. Other than that most of them didn't even want to touch her if they could help it.

Blackarachnia's musings were cut short as Slipstream entered the Energon queue behind her. The techno-organic collected her ration and turned away without a word to the other femme, but to her surprise - and slight annoyance - the seeker followed her to a table and sat down opposite her.

"So," the lilac and teal femme grinned, sounding for all the world as though she and Blackarachnia were the best of friends. "Thundercracker tells me he saw you coming out of Blitzwing's quarters this morning."

Blackarachnia's spark seemed to freeze in her chest.

"I don't know what you're talking about," she snapped in reply. "How do you know he was telling the truth?"

Slipstream's smirk took on a somewhat condescending air that was sadly reminiscent of her creator, reminding Blackarachnia why she was unable to view the seeker as anything other than annoying.

"Oh, I doubt he was lying," she replied. "That's Ramjet's department after all. So?"

"So what?" Blackarachnia demanded.

"So…_spill,_" the female seeker grinned. "How in Primus' name did you two, of all bots, end up together?"

"We're not _together_!" the techno-organic blurted, mortified. "We were overcharged!"

"Ha!" Slipstream crowed triumphantly. "So something _did_ happen last night then?"

Blackarachnia groaned, thunking her head on the tabletop.

"Ooooh, I can't wait to tell everyone!" Slipstream exclaimed with relish. "The base's two resident freaks are an item!"

"We're _not_ an item!" Blackarachnia protested. "And don't you _dare_ tell anyone about this!"

"Well, what can you do about it if I do?" the seeker asked. "I do, after all, have friends in high places."

"You mean you slept your way in to Megatron's favour," the techno-organic grumbled.

"Details," Slipstream replied with a grin. Suddenly, she glanced over Blackarachnia's shoulder, her smile widening. "And look who's just shown up – your fellow freakshow member!"

The arachnid twisted around to see Blitzwing standing in the doorway. Swearing under her breath, she hunched over in order to make herself as invisible as possible. Slipstream snickered softly.

"Blitzwing!" she called, waving enthusiastically in the mech's direction. "Over here!"

Even from across the room the triple changer winced at the volume of Slipstream's voice. Apparently he hadn't got off scot-free in the hangover department either, and this gave Blackarachnia a moment of vindictive satisfaction. The feeling didn't last, however, as Blitzwing glanced around, did a double take at Slipstream's uncharacteristic behaviour (the femme was still beckoning enthusiastically) and warily approached the table. He appeared not to have spotted Blackarachnia, which was unsurprising as the techno-organic had slumped down so far in her seat that her optics were level with the table.

Unfortunately, he didn't remain ignorant for long. The moment that he spotted the tell-tale pincers protruding over the top of Blackarachnia's chair he froze in his tracks, optics wide. The spider-bot was determinedly not meeting Blitzwing's gaze and stared resolutely at the table, but Slipstream refused to allow this state of ignorance to continue.

"So," she started, voice dangerously honeyed. Blackarachnia decided at this that _so_ was now her least favourite word.

"How are you two lovebots feeling this morning?" the seeker continued, servos clasped in front of her. "I heard all about your little escapade last night thanks to Thundercracker. He saw Spidey here leaving your quarters, Blitzwing."

The triple changer's puzzled expression descended into one of frantic mortification, and Blackarachnia at last glanced up to look at him, a desperate warning in her optics. However, Slipstream's next words sealed their fate and no amount of silent pleading could drag Blitzwing back from the edge.

"It's like some freaky love story if you think about it – the disgusting organic and the crazed headcase."

At the insult, Hothead rapidly took dominance, a furious glint dancing on his visor.

"Shut up, jou glitch!" he shouted. "Zere is _nozing_ between me und Blackarachnia! Last night vas a mistake und zat's ze end of it!"

As he finished his tirade he was greeted by complete and utter silence. The entire rec room was stunned, with Decepticons staring at the unfortunate couple from all corners, their optics wide in shock.

Realising too late what he had just done, Blitzwing stuttered to a halt, mouth working furiously as he attempted to formulate some excuse or cover story. None presented itself and he switched back to Icy who, had his faceplates not been such a frosty blue, would have been bright red with embarrassment.

Blackarachnia was glaring furiously at the unfortunate mech, but her helm snapped round as someone from the other side of the room.

"Woah! The spider and the psycho were getting it on last night?"

The owner of the voice detached himself from the crowd, a broad grin on his faceplates.

"Blitz," Astrotrain exclaimed as he addressed his fellow triple changer. "Are you tellin' me you actually got some?"

At the other mech's question Random swung into view.

"Jeah," he replied with his permanent jagged grin. "Ze spider gave me a pretty good time for an organic!" He then launched into a rendition of his favourite 'Itsy Bitsy Spider' song, but was soon shouted down by several mechs who were eager for details.

"So what'd you and the spider-glitch get up to, then?" Octane demanded. "Webbing bondage or something kinky like that?"

"Nah," Blitzwing answered. "Ve vere overcharged. But I still got in five rounds before I dropped! Vould've been six, but Spidey vouldn't cooperate."

Amid renewed cheers from the mechs, Blackarachnia was frozen in embarrassment and fury. How _dare_ Blitzwing flaunt their secret around like it was nothing? He'd agreed to stay silent about it and now he was treating the whole thing like a joke; a trivial matter!

But what hurt the most was the disparaging and vulgar way he was talking about her. Even as Blackarachnia watched, Random executed some kind of human dance move in her direction – she was pretty sure it was called something along the lines of a hip or pelvic thrust – with an accompanying cackle and a shout at the techno-organic.

"Jou up for anozer round tonight, Spidey?" he crowed.

As the room filled once again with jeers and catcalls, with a few wolf-whistles thrown in Blackarachnia's direction for good measure, the femme decided that she'd had enough. With an enraged snarl she hauled herself out of her chair, shooting Slipstream a look of pure venom.

"Oi! Spider!" someone shouted. "What's Blitzwing got that means you'll frag him when you reject everyone else?"

"No real standards, for one thing," somebody else replied, and the room erupted in laughter.

"Seriously, though," the original speaker continued, stepping forward and revealing himself as Motormaster. "The amount of mechs she turned down last night – _while she was drunk_ – it was making me think she was a frigid glitch!"

More laughter greeted this statement, and Blackarachnia found herself wishing that someone would just shoot her where she stood. She didn't see how this situation could get any worse.

But then she heard a new sound, and it pierced her so painfully that for a moment she wondered if someone had actually fired at her. Sadly, this was not the case – she would have preferred death to such abject humiliation, as at least it would be over quickly. Instead she realised that Blitzwing had switched back to Icy mode. And he was joining in the laughter at her expense.

This was too much for the femme. Random Blitzwing laughing at her, she could handle – aside from singing it was all he ever seemed to do. But the fact that Icy had joined the group of mechs who were taunting her about something that had happened to both of them… the fact that Blitzwing was standing there being treated as normal while she herself was subjected to jeers and insults – some of them coming from the very triple changer who had sworn secrecy about the event…

It was the last straw for the techno-organic. Choking back a sob, determined that nobot should see she had been broken, she pushed blindly through the crowds thronging the rec room and stumbled into the corridor in a twisted parody of the night before. Once outside she took off at a run, stopping her flight only when she reached the door to her own private lab.

As the door slid shut behind her, she finally allowed the tears to fall.


	2. An Apology

She allowed herself a couple of cycles to collect her thoughts before clambering shakily to her pedes and walking over to one of the monitors lining the walls.

With a sigh, the techno-organic leant on the control pad, bowing her helm and closing her optics. The mechs' jeers still rang in her audios, each memory causing her spark to twist painfully. And then there was that one word pounding in her processor like a curse.

_Spider…spider…spider…_

That was all that anyone saw – a freaky, filthy spider-bot that no-one really knew. She was regarded with fear and disgust on all sides, and had been since that fateful mission to Archa Seven. And as of today, apparently she was also something to be ridiculed, taunted.

Opening her optics again, Blackarachnia called up a display on the screen. It looked exactly the same as it had the last fifteen times she'd read it, but that didn't stop her spark sinking as her gaze travelled down the page. All the information gathered there pointed to one thing: to reverse her current state she would require an antidote to the spider's venom. And as far as she knew, no cure existed. True, she had blackmailed Optimus that time when she'd poisoned two of his teammates and bribed him with an antidote, but that had been a bluff. If the Prime hadn't been made to believe that the poison's effects were near-irreversible he could easily have transported the unfortunate bots back to their medical officer to have him administer a fairly basic reversal EMP. She'd specifically amped up the _technological _side of her cyber-venom, as even after all this time the organic elements to her make-up were still fairly difficult for her to understand and control. She suspected that she might even have powers she didn't yet know about.

With an exasperated sigh, Blackarachnia turned away from the monitor. Wallowing in self-pity wasn't going to do her any good – she had to figure out how to deal with the 'Blitzwing situation'.

As if on cue, the door to her lab slid open to reveal the very triple changer she had just been thinking about.

"Blackarachnia?" he called. "Jou in here?"

His answer came in the form of an angry fembot hurling herself at him with a hiss. Blitzwing yelped in pain as she kicked him hard in the lower legs, rapidly converting to Hothead.

"Get _off _me, jou techno-organic freak!" he roared.

_Should've aimed my kick higher_, Blackarachnia decided. Out loud, she snarled a reply.

"Oh, you'd know all about being a freak, wouldn't you, Blitzwing! And all about _me_ being one as well, judging from what you were telling those _friends_ of yours! You couldn't even last three megacycles before blabbing, could you?"

"Zere vas a good reason for zat!" Hothead protested furiously.

"Oh _really_? Please enlighten me, Blitzwing, because I was under the impression that you were just as reluctant as I was to let everyone know about last night!"

For some reason, at her words Blitzwing was brought up short. Switching back to Icy, who was wearing a very awkward expression, he hesitated.

"_Well_?" Blackarachnia demanded.

Appearing to steel himself the triple changer leaned forwards, gently taking Blackarachnia's helm between his servos. Inhaling deeply once, he kissed her.

As their lips met, Blackarachnia's optics widened. Blitzwing kissing her while overcharged was one thing – few mechs she knew could get more wasted than him – but this was completely different. The kiss was far gentler than last time and didn't last long, but as Blitzwing pulled away the techno-organic felt the same need to prolong it. Resisting this she took a step backwards, gazing up at Blitzwing's pale blue faceplates in wonderment.

"You-?"

"Ja," the triple changer replied. "I keep telling myself zat I shouldn't have feelings for jou – jou are ze vone who reprogrammed me into my current state, after all –"

Blackarachnia winced and opened her mouth to speak, but Blitzwing placed a digit against her lips with a smile.

"-And by all rights I should hate jou for it. But I don't, and to be honest, zat fact scares me. I vas so flippant about it all earlier because I vas trying to convince myself zat it vas a trivial matter, vhen in fact last night vas somezing I had never dreamed vould ever be possible – not least because I could never normally have plucked up ze courage to tell jou how I felt. Und now I appear to have screwed up ze entire situation." He bowed his helm. "Please... please accept my sincerest apologies."

"Apology accepted, i guess," Blackarachnia replied, wary of forgiving him completely. Though he _did_ look very contrite and sincere about it. "And it looks like your Random persona's good for something after all, then. I did wonder why you chose to follow me outside when there were other femmes in the room." She paused, her faceplates taking on a serious expression. "Blitzwing, you don't know this, but I'm _so_ sorry for what I did to you. I tried everything I could to get the procedure to work, and when it didn't… well… I felt terrible knowing that I'd condemned some other bot to living as a… a freak."

"I know jou didn't mean to do zis," Blitzwing smiled. "Having seen ze vay jou're treated by everyone, I vould never believe zat jou played an intentional part in it."

He looked as though he was going to say something else, but then he happened to glance over Blackarachnia's shoulder at the monitor she had been studying before his entry.

"It looks like jou're trying to do somezing about jour situation, however," he remarked, approaching the screen.

"Yeah," Blackarachnia replied, following him. "Not that it's doing me any good, though. I'd need an antidote to the spider's venom and as far as I know none exists."

"Maybe vone doesn't _need_ to exist," Blitzwing mused cryptically. "If jou had a sample of ze venom – in its pure, organic form – jou could most likely create an antidote."

"That puts me in the same position as before, though," Blackarachnia protested. "I don't have a sample of the venom, and I can't see Megatron approving a trip to Archa Seven."

"Jou don't need to go to Archa Seven," the triple changer replied with a smile. "All jou need is a mad scientist… or possibly a medic vith a fascination vith organics. And luckily for us, as of last night ze base has a resident crazed surgeon who more zan likely owns a vial or two of Essence of Archa Seven Spider."

The pair exchanged glances, speaking the same name in unison.

"Scalpel."


	3. Surprise Attacks

**AN: Primus, I'm SO sorry that I took so long updating :( Please don't kill me!** **However, I do have chapter 4 already in the works, so the next installment shouldn't take as long... in theory, at least.**

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"Zo let me get zhis straight. Joo are vanting to just _valtz off_ vith my only sample of zee venom, vizout giving me anyzing in return?" The spindly mech crossed his pincers defiantly. "No deal."

"Scalpel," Blackarachnia growled through her denta. "Just… hand… it… over."

She reached out a servo expectantly, but the little medic clicked in an irritated fashion and slashed at her with a pointed leg, causing the femme to withdraw the appendage sharply. Muttering to himself about 'insolent femmes', Scalpel scuttled sideways and over the edge of the worktop, out of Blackarachnia's sight.

Cursing under her breath, the femme turned and stormed out of the room. She stomped blindly along the corridor, heading back to her own lab, but in her frustration forgot to pay attention to where she was going and ended up colliding with someone.

"Glitchbrain!" she snapped at the bot. "Watch where you're going, will you?"

"I take it zat Scalpel vas less zan villing to hand over ze venom, zen?" Blitzwing asked, sounding oddly amused. "Judging by jour current demeanour und ze fact zat jou just blamed me for something zat vas clearly jour fault."

Primus, he must really be in a good mood if he'd managed to say that last part without Hothead getting a look-in.

"Shut up," the techno-organic growled, attempting to shove past him.

"Oh, I doubt jou'll vant to be leaving just yet," Blitzwing grinned, grabbing her wrist to halt her.

"And why's that?" Blackarachnia snapped. The mech might have admitted his feelings for her, but that didn't mean she was going to treat him differently to anyone else when she was Supremely Pissed Off. As she was now.

The familiar, ominous whirring noise preceded Random's entrance, and Blackarachnia groaned inwardly.

"Because I got jou another present!" the crazed mech cackled, spinning the femme round by the wrist that he held. The arachnid snarled in annoyance as she was brought to a stop again facing the triple changer and the manic grin that threatened to split his faceplates in two. Looking immensely pleased with himself, Blitzwing thrust his free servo towards her, fist clenched. Slowly, he peeled back each digit, revealing a little vial of dark purple liquid sitting in his palm.

Blackarachnia stared.

"How did you get that?" she demanded, jabbing Blitzwing in the chassis. "At least, if that's what I think it is…"

"It's ze venom," Blitzwing confirmed, switching to Icy. "Und I managed to obtain it while jou vere distracting Scalpel – zere's more zan vone entrance to his lab."

This claim was confirmed as they heard something smash further down the corridor, followed by what sounded like Scalpel throwing a tantrum as he discovered the theft. Moments later, scrabbling footsteps echoed down the passage.

"Scrap," Blackarachnia muttered, grabbing Blitzwing by the arm. "Looks like he's found you out. We'd best get going before we both end up as science experiments."

The Decepticon medic might have been tiny, but only the most stupid of mechs in Megatron's army didn't fear him at least a little once they knew what he was capable of – and one only had to look at what had happened to Blast Off when he was sent to liaise with Team Chaar for an example of this. Besides, Blackarachnia sure as pit wasn't giving the venom back.

That was why she was currently dragging the triple changer towards the rec room. Blitzwing wrenched his arm free and charged ahead once he realised where she was headed, leaving the femme to curse and speed up so as not to be left at Scalpel's mercy.

Said spindly medic was still reasonably far behind, but the techno-organic could hear him swearing and uttering threats in a mix of Cybertronian and German. Blackarachnia couldn't help wondering if he and Blitzwing had ever exchanged notes on the matter.

Still, now wasn't the time to dwell on such things. The rec room door was in sight, and Scalpel would be unlikely to pick a fight in there – for one thing, he'd have to face up to all three triple changers. Also, there was a possibility that the pair could hide if there was a substantial enough crowd.

Unfortunately, Hothead seemed to have other ideas – he was standing outside the rec room and bellowing down the corridor in the medic's direction.

"Ve shouldn't have run off like cowards!" he protested as Blackarachnia caught up with him. "I vill squash zat pathetic excuse for a medic like ze bug he is!"

"Oh, for Spark's sake, Blitzwing!" Blackarachnia groaned, throwing her servos up in exasperation. (The thought of squished bugs wasn't sitting too well with her, either). "D'you _want_ to end up like Blast Off? 'Cause that's what's gonna happen if we don't get away with this venom."

"I'd like to see zat puny scum try und do zat to me!" the triple changer ranted. He shoved past her looking ready to go charging headlong towards Scalpel, but there was no way Blackarachnia was going to let him do that while he still carried the vial. It would be impossible for her to physically restrain him, and she reminded herself of this as her processor determined the best way of stopping Blitzwing. With a frustrated sigh, she reached up to plant her lips squarely on his.

It worked – Blitzwing was distracted enough that he switched back to Icy, a rather stunned expression on his faceplates at the surprise attack.

Sadly, it was also at this point that the rec room door chose to open.

Blackarachnia froze, wide-opticed, before snapping back to attention and shoving Blitzwing away. It was too late, though – the majority of the 'Cons in the rec room had all seen, and acted accordingly.

"So, three-face and Spidey are screwing each other!" Octane exclaimed, as most of the mechs dissolved into laughter. "What was that about a one-night stand, Blitz? Decided that you want more of the frigid gitchbug after all?"

Apparently they had decided on a nickname for Blackarachnia in her absence. Mortified as she was, fury welled up within her at the insult, and before she knew it she had propelled herself across the room uttering something akin to a battle cry as her stingers sank deep into Octane's armour. The mech gave a startled yelp that was cut short as his optics dimmed and he slumped in his chair.

The laughter that had greeted Octane's comment had long since died away in the vocal processors of the stunned crowd, but Blackarachnia knew without a doubt who the main culprits had been. Whirling around, she gave a frenzied yell as the double-barrelled blasters she had stolen from the triple changer slid out of her own arms. The femme fired off simultaneous warning shots over the helms of Slipstream and Astrotrain, before swinging one arm in an arc to give Motormaster the same treatment.

As she lowered the weapons again, the Decepticons in the rec room fell deathly silent – all looking shocked, but none more so than the guilty trio who had just been the target of Blackarachnia's rage. The three of them stood flabbergasted beneath their own personal blast marks above their helms, optics huge and slightly fearful.

Blackarachnia paid them no further attention as she subspaced Octane's weapons and turned on her heel, stalking out of the door. Blitzwing stared after her for a moment before glancing back at the shellshocked crowd and hurrying along in her wake.

The femme was headed in the opposite direction that they had come from, down the corridor that led to her laboratory. Mercifully, Scalpel appeared to have given up the chase, so the passage was deserted as the triple changer ran to catch her up.

"That back there, before the stuff in the rec room – it didn't necessarily mean anything," Blackarachnia informed Blitzwing as they walked. "I know that you've got a thing for me, but I'm not sure if it's reciprocated yet. I… I learned the hard way that it's rare to find a mech you can trust, and I don't want to repeat that mistake."

"Zat is understandable," Blitzwing agreed, though he sounded a little disappointed. "Might I enquire as to how jou learned zis?"

"No," the femme replied curtly, quickening her pace to reach the lab ahead of him. She was already inside when the triple changer caught up, and appeared to be engrossed in reading something on the monitor. However, Blitzwing saw her biting her lip in – what, exactly? It could have been worry, or regret, but she also had an oddly bitter expression on her faceplates. The mech hoped that Blackarachnia would eventually tell him what was troubling her, if only because it might lighten the burden a little. He was no stranger to keeping secrets, though – he himself had things that he had not shared since his creators had offlined. Perhaps one day soon the techno-organic would trust Blitzwing enough that they could trade stories. He could but hope that it would help them both with their problems.

The mech walked over to join Blackarachnia, placing the stolen vial on a worktop beside her. His optics widened in surprise as she stretched up to kiss his cheek.

"That's as thanks for getting the venom," she explained, with a smile that Blitzwing tentatively returned. However, as she turned away the triple changer noted that she seemed strangely distant – as though she was not only somewhere else, but in another time as well.


	4. Unsurprising Attacks

**AN: Primus, I'm a horrible person. I can't believe how long it took to update this! Hope everyone likes this chapter, though. **

**(Please don't hurt me...)**

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"Any luck?"

Blackarachnia was leaning over a microscope, focused on a shallow dish holding a splash of purplish-black liquid. At the enquiry she glanced up to meet Blitzwing's gaze, shaking her helm with a grim expression.

"Distillation hasn't worked so far," she replied. "I've been examining it, but I'm still having difficulty identifying the components." She sighed, setting the dish down and wandering over to pick up the energon cube that Blitzwing had brought in with him. With a word of thanks, she downed the fuel before heading out of the lab.

"You on patrol now?" the femme asked as the triple changer exited behind her and she closed the door.

"Nein," Blitzwing answered. "I have monitor duty. I take it zat jou are, though?"

Blackarachnia nodded. "I'll be gone for pretty much the rest of the solar cycle - that's why I was wondering if you could do me a favour."

The mech quirked an optic ridge, inviting her to continue.

"I need to conduct some tests on the venom, to see if I can determine the components that way," the techno-organic elaborated. "And I was just wondering if you'd be able to come by here later to set a few things up for me, so I can get started as soon as my shift's over."

"I don't think jou should be spending so much time in ze lab, personally," Blitzwing told her. "It's been three days since jou got ze venom und in all zat time I haven't seen jou anyvhere else unless jou're on duty - surely it vould be a good idea to take a break?"

Blackarachnia came to a halt at his words.

"Blitzwing... do you have any idea how much this opportunity means to me?" she sighed. "I can't _afford_ to rest; not when every cycle of free time that I have means another cycle spent in this disgusting organic form"- Blitzwing opened his mouth to protest - "Don't try to deny it. My techno-organic status _is_ repulsive, and that's exactly why I'm working so hard to be rid of it."

"But if jou carry on like zis, jou'll just exhaust jourself," Blitzwing protested, placing a servo on her arm. Blackarachnia shrugged it off irritably. "I think it might be better if jou take a step back und give jourself time to think it over, instead of just wearing jourself out."

"Yes, well, it's nice that you're concerned and all, but _I'm_ the one dealing with this!" the femme snapped. Scowling, she stalked off down the corridor, leaving Blitzwing standing in the middle of the passage and looking rather lost.

She fumed to herself as she turned the corner.

_Who does he think he is anyway?_ she thought furiously, optics dark. _Trying to dictate what I do about this - as if he's got any right! Admitting his feelings for me changes nothing whatsoever, especially if I don't even know whether I return them!_

But a need to find the cure wasn't the only reason that she'd stayed holed up in the lab, she mused to herself. If she was honest, Blackarachnia had been determinedly avoiding the bots she had attacked the other morning in order to escape vengeance, and had used Blitzwing as a shield. Despite the fact that she had generally been pretty short with him, the mech hadn't seemed to realise that she only put up with him for her own safety. At least, that was what she was telling herself was her reason for enduring his company.

It felt a little wrong to be leading the mech on for her own gain, when he was clearly in the dark about how she really felt, but she needed some form of protection at the moment. The whole thing didn't exactly do wonders for her image of independence, but she'd sooner sacrifice that than be at risk of being offlined - even if she was feeling somewhat regretful about taking advantage of Blitzwing's feelings for her.

The techno-organic banished that thought immediately. It still didn't give the crazed triple changer any right to criticise her methods.

With a sigh, Blackarachnia leaned against the wall.

"As if he wouldn't be acting the same way if he could reverse _his_ condition!" she burst out.

"Fallen out with Blitzwing already, Glitchbug?" a voice enquired behind her.

Blackarachnia whirled around, denta bared, as she recognised the speaker.

"What's it to you, Octane?" she growled. The techno organic had been evading Blitzwing's fellow triple changer ever since that eventful morning, as she feared the repercussions of her attack, which had caused significant humiliation for the mech. That time Blackarachnia had had the element of surprise, but she knew that she was no match for Octane's sheer size in a fair fight. That was one of the reasons that she'd been hanging around Blitzwing so much - to provide backup in such an instance.

The mech didn't reply, advancing on her with a smirk.

"I reckon I owe you something after that incident in the rec room the other day," he told her as his servo strayed towards his back, where his melee blade was stored. "Knocking me unconscious and stealing my weapons... that merits some sort of payback, right? And your freaky, three-faced frag buddy isn't around to protect you now."

Blackarachnia cursed under her breath. Of _course_ it would be just as she'd argued with Blitzwing that she ran into Octane! She glanced around, searching for possible escape routes, but Octane registered her frantically darting optics and drew his weapon.

"Try to run and you're slag, spider-glitch," he warned, assuming a combat stance.

The techno-organic bared her fangs in reply, stingers arching over her shoulders and glowing threateningly. The triple changer smirked, cocky enough to execute a complicated twirling movement with his blade, optics glinting in amusement behind his visor.

Seizing her chance, Blackarachnia struck, firing a skein of webbing that knocked Octane's weapon out of the air and pinned it onto the wall. The mech snarled in frustration and attempted to tug it free, pulling at the handle with a scowl. However, the blade refused to budge.

The femme grinned, thinking that she had levelled the playing field a little, and dropped into a crouch, preparing to charge Octane. However, in the heat of the moment and her worries about Blitzwing she had forgotten about his subspaced ranged weapons - the twin blasters that she herself had stolen the other day. The triple changer registered this and smirked, fully intending to use that to his advantage.

Appearing to still be engrossed in extricating his blade, Octane waited for Blackarachnia's advance. Just as he had predicted, the strike came as his back was turned and he ducked, missing the swipe of her cyber-venom infused stingers by the minutest fraction. The femme circled round, twin barbs on her back still glowing a poisonous green, in a stance that left her in the perfect position for Octane to attack. Straightening up and whirling around in one sudden, fluid movement, he aimed an arm in the techno-organic's direction as his blaster appeared and powered up.

Blackarachnia's optics widened as she registered this, but she barely had time to curse the distractions that had caused such a dangerous lapse in her memory before she was forced to dive out of he way of Octane's blast.

With a short bark of laughter from the mech, his other blaster swung round to fire upon Blackarachnia again. This time, floored as she was, she was unable to dodge and could only brace herself as a searing pain stung her side, tearing through the delicate organic tissue like the most potent and vicious of acids.

The femme ground her denta against the pain, but she couldn't prevent a cry from escaping her as she clutched her scorched abdomen. Smirking, Octane subspaced his blasters and sauntered over to administer a vicious kick to the area. This caused Blackarachnia to emit a pained yell as sharp bites of agony coursed through her frame. She knew it was only a flesh wound - Octane would never deliberately attempt to seriously harm Megatron's Chief Science Officer - but even so, it hurt like the _Pit_. And the triple changer's triumphant grin as he loomed over her was only adding insult to injury.

Octane crouched down next to her and prodded the blackened and distorted wound, eliciting a hiss from the femme. Blackarachnia curled into a foetal position and tried to block his access to the burn; she would _not_ let him make this any more painful and humiliating for her than it already was.

"You'll pay harder than that if you ever cross me again," he whispered threateningly. "Not so tough when three-face isn't here to save ya, hey, Spider?"

"Jou should know by now zat my name is Blitzving, Octane. Und if I vere jou I'd step avay from her before I _make_ jou!"

As Octane leapt to his pedes looking slightly panicked, Blackarachnia raised her helm slightly to view the speaker. A moment later she thunked it on the floor with a groan. _Great_. Hothead was out in all his glory to charge around and generally cock up everything while she lounged on the floor playing Damsel In Distress. Couldn't he have shown up five cycles ago? In Icy mode? And preferably _without_ the mile-wide chivalrous streak?

Not that she wasn't grateful or anything, Blackarachnia admitted to herself, as Blitzwing charged Octane with an animalistic yell (no change in his temperament there, then). But there was something wholly degrading and humiliating about having to be rescued by a mech that no other situation could match. It was a curse common amongst almost all Decepticon femmes (Strika being a significant exception), as unfortunately sometimes the outcome of a battle rested solely on brute strength - something that many small-statured females lacked. Blackarachnia had it particularly badly owing to her Autobot-sized frame, and she had heard Drag Strip bitching about the same problem often enough.

And apart from anything else, Blitzwing coming to her rescue _really_ wasn't helping the annoying feeling of guilt about using him that had persisted for Blackarachnia.

She was distracted from her train of thought as Octane slammed into the wall above her with a grunt of pain, Blitzwing's servo clamped firmly around his neck. The femme hurriedly crawled out of the way of the swinging pedes, wincing as her side gave a twinge of pain. She wasn't a moment to soon, as Octane immediately dropped to the ground directly where she had been lying.

As Blackarachnia watched, the injured triple changer staggered to his pedes and assumed a defensive stance. It was clear that he knew he was going to lose, however - Octane was the smallest of the triple changers, and Blitzwing was only a little shorter than Astrotrain. As such, he was heavily outmatched.

_Let's see how you handle being the smaller, weaker one for a change,_ Blackarachnia thought grimly, watching Blitzwing deal a heavy blow to Octane's midriff. If there was one thing that she hated more than relying on a mech for her safety, it was being targeted by anyone for their own amusement purely because they believed that her diminutive stature made her weak.

However, as Blitzwing closed in to deliver the final blow, Blackarachnia noticed a brightening of Octane's expression and followed the mech's gaze to where his melee blade was still stuck to the wall.

Her optics widened in concern as the shorter mech produced one of his blasters from subspace, but before she could warn Blitzwing the other triple changer had slid under his outstretched arm, firing at the webbing surrounding the blade and instantly reducing it to little more than a cinder on the wall. Octane caught the weapon by the handle as it fell, swinging it around in a wide arc when his opponent turned to face him - too slowly to prevent what was about to happen, Blackarachnia realised, as a wordless warning escaped her vocal processor.

Blitzwing and blade met halfway with a sickening clang as the weapon buried itself deep within his side, and the broad-faced mech froze for a second, dully registering the pain radiating from the point of impact. The larger mech sank to his knees and Octane yanked the weapon from his flank, making a show of examining the energon coating the blade as Blitzwing grunted softly in agony.

So engrossed was he in inspecting the implement that he failed to notice Blackarachnia crawling forwards to grab his pede with shaking servos. Octane gave a cry of surprise as his leg was dragged from beneath him, tripping him up. The melee blade clattered to the floor alongside its startled owner.

Before Octane had time to react, Blackarachnia had seized the fallen weapon and rammed the base of its handle into the side of her opponent's helm. The smaller triple changer slumped to the floor with a groan, out cold.

Gritting her denta against the throbbing in her side, Blackarachnia staggered to her pedes, stumbling over to press her servos against Blitzwing's leaking wound in an attempt to staunch the energon flow.

"Oh Primus, Blitzwing, what were you _thinking?_" she groaned as she helped the triple changer to stand, heedless of the energon coating her limbs. Blitzwing's energon. "Octane was about to leave! Why'd you have to act so... so _Autobot_ and end up like this?"

Blitzwing managed a halfhearted snarl at this.

"I am _not_ an _Autobot_!" Hothead growled. "But does not being one mean zat I should just have valked avay und left jou at Octane's mercy? He _vasn't_ 'about to leave', und jou vere hardly in a position to fight back! Next time I'll just save myself ze effort, shall I?"

"Point taken," Blackarachnia muttered as they staggered off down the corridor, leaning heavily on each other. "And Blitzwing?"

"Ja?"

I... well... thanks for helping me."

Blitzwing did not reply, but he switched back to Icy, intakes growing increasingly laboured. As Blackarachnia watched him (rather concernedly, she suddenly realised), she found herself a little in awe of the fact that he had been willing to take such a heavy blow for her. She'd never seen a Decepticon act that way before, which only served to make her feel all the more guilty - Blitzwing clearly cared about her, and by thoughtlessly leading him on she had caused him to act like this; to deliberately take a crippling strike in her place. Blackarachnia almost wished that she had been the one to be hit instead - the shame that she felt at her treatment of Blitzwing was almost as bad as a physical wound anyway.

And she couldn't deny that she had felt an overwhelming and very definite fear when Blitzwing had been stabbed. Worry for others was something that she hadn't experienced or a long time.

_Gah_, the techno-organic thought to herself. _Why is it the base's resident psycho that I have to start caring about? Scratch that - why do I have to start care about anybot at _all_? Look what happened the last time - I'm better off without a mech in my life as a rule!_

She couldn't convince herself of that though, for reasons that had everything to do with the deranged German triple changer beside her.

Suddenly Blitzwing drew in a sharp gasp, stumbling and nearly dragging Blackarachnia to the floor. He sank onto all fours, coughing, before heaving up about a quarter tank of energon. Grimacing, the mech gave another hacking cough, and Blackarachnia could feel his systems overheating.

"Ohslagohslagohslag..." she moaned, dropping to the floor beside the triple changer as he brought up more energon. "Don't die on me three-face, please..." _Not now that I'm starting to figure out how I feel about you..._

Completely disregarding the pain he was in, Random saw fit to comment.

"Who vould jou rather I die on, zen?" he asked, manic grin ever-present. "Astrotrain? Ooooooh, or how about Motormaster - zat should stop him taunting us about ze other night! Und if it doesn't I'll just come back to haunt him! Ahahaha-"

His laughter was cut off as another quart of energon found its way upwards, and Blackarachnia hauled herself to her pedes. Blitzwing was losing energon at an alarming rate through both his wound and his tanks. He needed help, and fast.

The med bay wasn't too far from here... she could run and fetch assistance for Blitzwing in time to help him...

Hurrying as fast as her injury would allow, she sped off down the corridor.

"Blackie? Vhere are jou going? I promise not to die on jou!"

Primus, Random could be so childlike... it only served to increase her feeling of guilt at abandoning him.

_Using him and now leaving him to his fate,_ Blackarachnia thought. _Some way to treat the only mech to show an interest in you!_

But she _wasn't_ abandoning him to his fate, she assured herself as she raced towards the med bay. Behind her, she heard the whirr of Blitzwing's systems shutting down - he had blacked out. If she could just reach a medic in time...

And then a new thought occurred to her.

_Oh frag... Please let Hook be the medic on duty and not Scalpel..._

For once, she was in luck.

* * *

**AN: My first semi-cliffhanger! let me know what you thought of this one, and with any luck the next chapter should be up quicker than this one. ;P**


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